In this edition of Skadden’s quarterly Insights, we examine the forces pointing toward more all-stock deals and the unique dynamics of the Australian M&A market, best practices in data center financing amid the AI boom and reforms at the Internal Revenue Service, among other topics.
Corporate
A Time for Strategic Buyers To Use Stock Consideration
With both stock prices and interest rates high, strategic buyers may be more inclined to pay in stock rather than pay cash, particularly if that would mean borrowing. Stock consideration can be used to address uncertainty about a target’s valuation and to share risk between the parties.
A Conversation With Partner Patrick Lewis on Dealmaking in Australia
Australia has seen healthy cross-border M&A activity in 2025 so far. We sat down with Patrick Lewis to discuss the Australia M&A deal market and what the rest of the year may bring.
Shareholder Proposal No-Action Requests in the 2025 Proxy Season: A Continuing Surge in Requests and a Favorable Regulatory Environment
Corporations submitted 35% more no-action requests to the SEC this proxy season to exclude shareholder proposals from their proxy statements, and about 70% of requests were granted. Companies had greater success than in recent years excluding proposals on the basis of substantial implementation, economic relevance or being false and misleading. While there appears to be a greater receptiveness to grant no-action requests, determinations remain highly fact-specific.
Hyperscaler Data Centers: Financing Solutions for Large-Scale Projects
The lines between project, real estate and leveraged finance are blurred for large-scale data centers, and developers should have a clear financing strategy from the outset to align capital sources with the distinct stages of the asset’s life cycle.
The Convergence of Insurance, Private Capital and Asset Management Is Likely To Continue
Global demand for insurance continues to grow, driving an increase in insurance assets and increasing capital requirements.
Litigation / Enforcement
State Enforcement of Employee Training Repayment Contracts Gains Momentum
While the FTC has abandoned its noncompete rule, state attorneys general have increased enforcement actions and several states have passed or advanced legislation targeting employee training repayment agreement provisions, or TRAPs.
House Investigations to Date Offer Clues to Future Targets
House committees are actively pursuing investigations on many fronts, in line with the current administration’s priorities. Analyzing the industries and topics that have drawn congressional attention can help companies anticipate future inquiries and mitigate the risk of investigation.
Life Sciences Companies Face an Array of New and Increasing Litigation Risks
With class action, arbitration and patent cases on the rise, life sciences companies may want to be proactive in minimizing their exposure to litigation. That may involve thorough assessment of side effects and adverse event reporting, and following any recommendations for FDA labeling changes.
Regulatory Developments
IRS Procedural Reforms Aim To Allow Early Resolution of Controversies With Businesses
A series of procedural changes at the IRS are intended to streamline the audit process for large and international businesses, and make it easier to resolve issues quickly at a lower level within the IRS.
China Is Clearing More Global Deals, Despite an Order To Unwind a Domestic Merger
Geopolitical uncertainty notwithstanding, China has been approving high-profile global deals involving U.S. and other foreign companies. Complex multinational transactions with an impact on China can still gain approval so long as parties proactively plan their strategies and map potential stakeholders.